Man, I really wanted to like this movie! I think Robert Rodriguez is a swell guy, talented, funny, cool, and very inventive. I absolutely LOVE 'El Mariachi' and 'From Dusk Til Dawn'. I wasn't all that impressed with 'Desperado', so the prospect of a sequel didn't exactly thrill me, but I kept an open mind before watching this, and seeing the likes of Johnny Depp and especially Willem Dafoe and Mickey Rourke in the supporting cast got me interested. But, I must be honest, the movie just doesn't work. Rodriguez is extremely enthusiastic about the High Definition digital video technology he used, but it seems like in the rush to get the movie made, something was forgotten - a good script. The script is very poor. The characters are almost cartoons, the dialogue isn't memorable, and for a movie with such a fast pace I actually got bored by the two thirds mark. Sure there are a few outstanding action sequences, and I can't deny that it LOOKS great, but that just isn't enough for me I'm afraid. It looks like it was a lot of fun for Rodriguez and his impressive cast (which includes Antonio Banderas, Salma Hayek, Danny Trejo and Cheech Marin, all from 'Desperado', as well as Ruben Blades and Eva Mendes) to make but that isn't conveyed to the viewer. In fact I was much more entertained by the extras and commentary on the DVD than the movie itself! I hope there isn't another movie in this series as each one has been worse than the last. If you haven't seen 'El Mariachi', one of the greatest low budget movies of all time, do so immediately, but if you are thinking about watching 'Once Upon A Time In Mexico' I strongly suggest you give it a miss. Try 'Roadracers' or even 'The Faculty' instead. They may not be masterpieces but they are MUCH better than this severely flawed movie.